Room 4561
August 25, 2005
via U.S. mail
Charles K. Narang
Chairman and Chief Executive Officer
NCI, Inc.
11730 Plaza America Drive
Reston, Virginia 20190
Re: NCI, Inc.
Registration Statement on Form S-1
Filed July 29, 2005
File No. 333-127006
Dear Mr. Narang:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We will process your amendments without price ranges. Since
the
price range triggers a number of disclosure matters, we will need
sufficient time to process the amendment when it is included.
Please
understand that its effect on disclosure throughout the document
may
cause us to raise issues on areas not previously commented upon.
Please note that when you file a pre-effective amendment that
includes your price range, it must be bona fide. We interpret
this
to mean that your range may not exceed $2 if you price below $20
and
10% if you price above $20.
2. We also note that you intend to provide several of your
exhibits,
including the opinion of counsel, to your registration statement
in
your next amendment. Similar to our preceding comment, we will
need
a reasonable period of time to review these exhibits as well as
all
disclosure in the registration statement that you modify or add as
a
result of this new information. We may have additional comments
after reviewing this additional information.
3. We note numerous spaces throughout your registration statement
for
information that you are not entitled to omit under Rule 430A.
Fill
in all blanks throughout the registration statement prior to
effectiveness except for the specific information that you are
allowed to omit. See Section II.A.7 of SEC Release 33-6714.
Also,
confirm that you have not circulated copies of the registration
statement and will not circulate such copies until you include an
estimated price range and maximum number of shares, and all other
information except information you may exclude in reliance upon
Rule
430A.
4. Revise the disclosure throughout your registration statement to
either define various industry specific terms and phrases having
meanings not overtly obvious or discernible from the context or
provide a reference to that portion of your registration statement
that provides such clarification. For example, supplement your
disclosure to define or provide a cross-reference to the
following:
* government wide acquisition contracts, or GWACs;
* sensitive compartmentalized information facilities, or SCIFs;
* best value awards;
* multiple award contracts;
* prime contractor;
* indefinite delivery/indefinite quantity, or ID/IQ;
* funded and unfunded backlogs, e.g. as used in the narrative
found
under the risk factor subheading "We cannot guarantee that our
estimated contract backlog...";
* GSA schedule contracts; and
* blanket purchase agreements.
Inside Front Cover Page
5. Please provide us with any artwork or graphics that you intend
to
use. Provide us with sufficient time to review and comment on
these
graphics. Inside front cover graphics should be clear
illustrations
of your product or business with concise language describing the
illustrations. See Corporation Finance Current Issues Outline,
March
31, 2001 Quarterly Update, Section VIII.
Summary, page 1
6. Please provide a basis for your statement that you are a
"leading"
provider of information technology services and solutions to U.S.
federal government agencies.
7. Please explain the basis for your statement that your contract
base is diversified given the statistics you provide on pages 1
and
23 that indicate that approximately 99% of your revenues are
derived
from the federal government and approximately two-thirds of your
revenues are from engagements with defense and intelligence
agencies.
8. You indicate that defense and intelligence agencies with whom
you
have engagements, currently have, and are expected to continue to
have, significant funding for transformation through information
technology initiatives. In your response letter provide support
to
substantiate this claim.
9. Revise to provide a concise and balanced summary of the
material
information you disclose elsewhere. For example, you discuss the
significant market opportunities available to you, your strengths
that make you "well-positioned to meet the rapidly evolving needs
of
federal government agencies for IT services and solutions" and
your
strategy growing your business as a "leading provider of
information
technology services and solutions to government agencies while
improving [y]our profitability" without discussing the
corresponding
obstacles and challenges you face in achieving such goals.
Balance
the positive aspects of your business with a discussion of the
risks
and limitations that could harm your business or inhibit your
strategic plans. For example, discuss the challenges you face
from
competitors or the risks that you may not achieve the anticipated
revenues from your estimated contract backlog. As another
example,
revise your discussion of revenue on page 2 to provide balancing
disclosure regarding costs and expenses and net income. Please
note
that it is not sufficient to simply refer the reader to the risk
factors section. Where applicable, make corresponding changes
elsewhere in your prospectus, e.g., the business section beginning
on
page 36.
10. We note that your summary and disclosure elsewhere in your
registration statement includes statistics and statements by, for
example, INPUT, for support. For each statistic cited, furnish in
your response letter the source of the statistic from the
organization or entity. To expedite our review, note the date of
each source, clearly mark each source to highlight the applicable
portion or section containing the statistic and cross-reference it
to
the appropriate location in your prospectus. Tell us whether the
information is available to the public without charge or at a
nominal
cost and provide appropriate details in that respect. If the
source
is not publicly available at nominal or no cost, it appears that
consent of the third party to the use of the information in the
prospectus and to the reference to that firm should be obtained
and
filed as an exhibit. Please see Rule 436 of Regulation C and Item
601(b)(23) of Regulation S-K for additional guidance.
Alternatively,
you may adopt these statements as your own.
11. Explain what you mean by the phrases on page 1 that your
largest
engagement "is not scheduled for recompetition until 2011" and
that
several of your GWACs have "a ceiling of $[XX] million over [XX]
years." Also, tell us whether you would expect to be awarded
contracts that are valued at or near the ceiling, or whether these
ceilings represent the total amounts that may be awarded to
several
different contractors. If you do not expect to receive contracts
valued at or near the ceiling, disclose (a) the amount or
percentage
typically awarded to one contractor or to a contractor providing
the
type of services that you would provide and (b) the amount or
percentage you have been awarded in the past on similar contracts.
Transactions Prior to the Offering, page 6
Revocation of S Corporation Status, page 6
12. You indicate that the actual amount of the distribution of S
corporation earnings to your current stockholders will depend on
the
amount of your income prior to the revocation of your S
corporation
status. To the extent practicable, please disclose an estimate of
the expected amount of such distribution. We note the reference
in
footnote 2 on page 5 to a distribution amount of $18 million.
Risk Factors, page 10
13. A risk factor does not adequately describe a material risk if
it
could apply to any business. Your "Risk Factor" section includes
several risk factors that appear to be generic or fail to raise
material, concrete risks. Please revise your risk factor
subheadings
and the narrative that follows to avoid generic language, such as
"adversely affect" and "harm" to describe the impact of the risk
factors on your business, collectively, or on specific results of
your business. Replace this language with specific disclosure of
how
your business, operations and/or financial conditions would be
affected and the resulting risk to investors. For example, revise
the risk factor subheadings "[W]e depend on contracts with the
federal government...[o]ur business would be adversely
affected..."
and "[o]ur business could be adversely affected by significant
changes in the contracting or fiscal policies of the federal
government" as well as the narrative found under the subheading
"[w]e may not be successful in identifying acquisition
candidates..."
Other examples include "Our employees may engage in misconduct..."
and "Our quarterly operating results may fluctuate..." With
respect
to the last example, we note the discussion you have provided in
the
last paragraph on page 34 regarding the relationship between the
federal government`s fiscal year and your clients` suspension of
engagements or their increase in purchase requests. Please revise
these discussions to describe risks more specific to you and each
risk`s specific impact on your business.
14. Additionally, to provide appropriate context, where
applicable,
please provide specific disclosure regarding the risks or
challenges
you have faced in the past. For example, in the risk factor where
you discuss the substantial cost that may be incurred in the
competitive procurement process, please disclose the costs you
have
incurred in past procurements. As another example, please discuss
in
the appropriate risk factor the specific systems or service
failures
you have experienced, any intellectual property infringement
claims
you have received, and any unfavorable federal audits you have
received in the past.
Many of our federal government clients..., page 13
15. You indicate that if the federal government elects to use a
contract vehicle that you do not hold you will not be able to
compete
as a prime contractor. Clarify this disclosure, explaining the
circumstances in which you would not hold a contract vehicle.
Dividend Policy, page 18
16. You indicate that you will need to rely upon dividends and
other
payments from your subsidiary to generate the funds necessary to
make
dividend payments, if any, on your Class A common stock but that
your
subsidiary is legally distinct from you and has no obligation to
pay
amounts to you. Explain how this is the case given your
disclosure
on page 6 indicating that prior to the registered offering, your
subsidiary will become a wholly owned subsidiary and that this
prospectus is written assuming this has already taken place.
Management`s Discussion and Analysis..., page 23
Overview, page 23
17. Please supplement your overview to provide insight into
material
opportunities, challenges and risks, such as those presented by
known
material trends and uncertainties, on which the company`s
executives
are most focused for both the short and long term. See Section
III.A
of SEC Release 33-8350. For example, does management anticipate a
trend in terms of changes in the current contract mix, e.g. an
increase in the proportion of contracts that are fixed-price
contracts, or an increase in the proportion of contracts that rely
on
subcontracted labor or third party material purchases as opposed
to
relying on your own employees` labor? If so, to the extent you
are
able to quantify the effects of this trend on your results of
operations, working capital requirements and liquidity, please
supplement your disclosure accordingly.
18. As another example, you indicate in the narrative under the
risk
factor subheading "Our federal government contracts may be
terminated..." found on page 12 that you derive most of your
revenue
from federal government contracts that typically span one or more
base years and one or more option years, that such option periods
may
cover more than half of a contract`s potential duration and that
federal government agencies have the right not to exercise these
option periods. Furthermore, you indicate in the narrative under
the
risk factor subheading "Many of our federal government clients
spend
their procurement budgets..." that budgetary pressures and
reforms
in the procurement process have resulted in increased competition
and
pricing pressure, requiring you to make sustained post-award
efforts
to realize revenue under the relevant contract vehicle. Are these
conditions a recent development? If so, has management revised or
does it anticipate revising its methodologies for estimating
contract
backlog so as to take a more conservative approach to valuing
backlog? What consideration has management given to such
budgetary
pressures and reforms when planning your future strategy, growth,
capital expenditures, etc.? Similar to the prior comment, to the
extent you are able to quantify the effects of this trend on your
results of operations, working capital requirements and liquidity,
please supplement your disclosure accordingly.
19. Provide detailed disclosure in this section that clearly
explains
contract backlog in the context of your business, its relation to
your future prospects and potential revenue, the methodologies
used
to calculate a contract`s value, and the difference between funded
and unfunded backlogs. To the extent you discuss contract backlog
elsewhere in your registration statement, provide a cross-
reference
to this explanation.
20.
You indicate that in June 2004, USTRANSCOM awarded you two new
seven-
year task orders, with a total value of approximately $117 million
and that each task order has one base year and six option years.
Explain in your disclosure how this value is calculated and what
portion of this amount can be earned during the base year and each
subsequent option year. Given that it is now July 2005, has
USTRANSCOM exercised their option and if so, for how many years?
To
the extent that USTRANSCOM has not exercised their option for all
six
years, does management have an expectation of the likelihood that
USTRANSCOM will exercise such option years?
Revenue, page 24
Contract Types, page 24
Time-and-material contracts, page 24
21. You indicate that to the extent that your actual labor costs
under a time-and-materials contract vary significantly from the
negotiated hourly rates, you can generate more or less than the
targeted amount of profit. Expand your disclosure to discuss the
circumstances under which actual labor costs would vary
significantly. Is this a common occurrence?
Fixed-price contracts, page 24
22. Explain the difference between the three categories of fixed-
price contracts.
Results of Operations, page 26
23. There are many instances where two or more sources of a
material
change have been identified, but the dollar amounts for each
source
that contributed to the change were not disclosed. For instance,
the
revenue, cost of revenue and G&A expense disclosures do not
quantify
each source that contributed to the change. The disclosure should
quantify each source that contributed to a material change. See
Section III. D of SEC Release 33-6835. In addition, your
disclosure
should remove vague terms such as "primarily" in favor of specific
quantifications. Please revise.
Year Ended December 31, 2004 Compared to December 31, 2003, page
27
24. Tell us and disclose what portion of the $34.9 million
increase
in revenues is due to SES contracts acquired in the December 23,
2003
acquisition.
Critical Accounting Policies
Revenue Recognition, page 32
25. As presented, the critical accounting policy for revenue
recognition is a restatement of the policy in the notes to the
financial statements and does not serve as a supplement to the
notes
of the financial statements. The critical accounting policy for
revenue recognition should describe how estimates and related
assumptions were derived, how accurate the estimates and
assumptions
have been in the past, and whether the estimates and assumptions
are
reasonably likely to change in the future. You should provide
quantitative as well as qualitative information when information
is
reasonably available. See SEC Release 33-8350 and please revise.
Critical Accounting Policies - Stock-Based Compensation, page 33
26. We note that you refer to the methodology used by an
independent
valuation firm in a report prepared in 1999 in determining the
fair
value of options. When you refer to an independent valuation firm
disclose the name of expert and include the expert`s consent with
the
filing. Refer to Section 436(b) of Regulation C. Alternatively,
you
may remove this reference. Please revise.
27. We note that you consider the guidance provided by the AICPA
Practice Aid "Valuation of Privately-Held-Company Equity
Securities
Issued as Compensation." In this regard, consider revising your
disclosure to include the intrinsic value of all outstanding
vested
and unvested options based on the estimated IPO price and the
options
outstanding as of the most recent balance sheet date included in
the
registration statement. We further note that you obtained a
contemporaneous valuation but not by an unrelated valuation
specialist. Please revise to discuss the following information
related to issuances of equity instruments:
* Discuss the significant factors, assumptions, methodologies used
in
determining fair value;
* Discuss each significant factor contributing to the difference
between the fair value as of the date of each grant and the
estimated
IPO price; and
* Disclose the reason management chose not to obtain an unrelated
valuation specialist.
Refer to disclosure guidance in paragraphs 180-182 of the AICPA
Practice Aid.
Business, page 36
Market Opportunity, page 37
28. You indicate that once pre-selected under a government wide
acquisition contracts, or GWAC, "companies compete only among
themselves to provide services under the vehicle." You also
indicate
on page 39 that you are a prime contractor on numerous multi-year
GWACs that provide you the opportunity to bid on hundreds of
millions
of dollars of business against a discrete number of other pre-
qualified companies each year, and you subsequently list some of
these contracts and their respective ceilings. Finally, you
indicate
on page 41 that your contract base includes four prime GWAC
vehicles
with a total combined budgeted ceiling value in excess of $20
billion
Revise your disclosure to clarify what exactly is meant by the
term
"ceiling" and what portions of such contracts you can reasonably
expect to win competing against other pre-qualified companies. Is
it
possible that you may lose some of these bids to other pre-
qualified
companies or are you already guaranteed a portion of such
contracts?
If the latter, please quantify.
Principal and Selling Stockholders, page 56
29. While you have yet to provide specific information as to which
shareholders will be selling shares pursuant to this registration
statement, please supplement your disclosure to provide a
discussion
of how the securities to be sold were acquired by the selling
shareholders.
Related Party Transactions, page 57
30. It appears that most of your disclosure in this section covers
the 6 month period ended June 30, 2005. Provide the information
required by Item 404 of Regulation S-K for the period beginning
with
your last fiscal year. We note the information you have provided
in
Note 10 to your financial statements (Related Party Transaction).
31. You indicate that you believe the terms of certain agreements
with Net Commerce Corporation reflect market conditions and are on
terms which might be negotiated on an arm`s-length basis. Clarify
if
this statement is referring to all agreements and services
described
in this and the subsequent paragraph, such as the consulting
arrangement with Net Commerce Corporation pursuant to which you
paid
Net Commerce Corporation $312,010, the short-term projects for
which
Net Commerce Corporation provided project support, the network
management services you provided to Net Commerce Corporation
during
the period 2002 through 2004 and the use of the private aircraft
owned by Michael Solley. Also, supplementally tell us how the
value
of the services provided by Net Commerce was determined.
32. Please briefly explain the performance objectives for fiscal
year
2004 that each of Messrs. Narang, Solley, and Glasgow, and Ms.
Bjornaas operated under for purposes of their bonuses. Please
also
briefly explain the nature of the $242,585 payment in connection
with
key man life insurance and the $112,500 note payment to Ms. Allan.
Underwriting, page 64
33. We note your disclosure regarding your intention to have a
directed share program. Tell us in your response letter how you
will
conduct the program, provide a description of the manner in which
you
would conduct it and indicate whether you have had any
communications
with potential participants in such a plan to date. To the extent
you have had such communications, provide us with any material you
have sent or intend to send to these potential purchasers such as
a
"friends and family letter." Tell us when you first sent them or
intend to send them to these potential purchasers. Tell us
whether
the sale will be handled by you directly or by the underwriting
syndicate. Tell us the procedures you or the underwriter will
employ
in making the offering and how you will assure that this offer
will
meet the requirements of Section 5 of the Securities Act and Rule
134. We may have further comments.
34. We note your disclosure on electronic distributions on page
66.
Please describe in your response letter the procedures the
underwriters will follow in the electronic offer, sale and
distribution of the shares. If you become aware of any additional
members of the underwriting syndicate that may engage in
electronic
offers, sales or distributions after you respond to this comment,
promptly supplement your response to identify those members and
provide us with a description of their procedures.
Consolidated Statements of Income, page F-4
35. We note your disclosure of stock compensation expense in total
operating costs and expenses. Stock-based compensation must be
allocated to the appropriate expense category to which it relates.
For example, stock compensation relating to employees whose
salaries
are otherwise reflected as cost of revenue must be reflected as
cost
of revenue and stock-based compensation issued to general and
administrative personnel must be reflected as such. The amount
may
be shown parenthetically within the category or as a separate line
item within the category. Conforming changes should be made to
summary consolidated financial data, selected consolidated
financial
data, and all other relevant sections of the filing.
36. We note your net income per share presentation and earning per
share disclosure in Note 2. Tell us how your net income per share
calculation is consistent with the guidance in paragraphs 60 and
61
of SFAS 128 and support the basis for your presentation. If your
computation of earnings per share pursuant to the two class method
results in the same earnings per share for both your Class A and
Class B common shares, you may revise your disclosures to indicate
that your earnings per share computation is for both Class A and
Class B common shares.
Note 2: Summary of Significant Accounting Policies, pages F-7
Revenue Recognition, pages F-8
37. You indicate that revenue for performance based fee incentives
on
your cost-plus contracts is recognized as earned. Tell us how you
determine when such fees are considered to be "earned." Tell us
how
you considered Chapter 11 of ARB 43 in accounting for such
contracts.
38. Tell us why you believe it is appropriate to recognize revenue
from fixed price contracts using the percentage of completion
method.
From the description of your business, it appears the majority of
your operations involve providing a service. Paragraph 1 of SOP
81-1
does not permit the use of contract accounting for services
contracts. Tell us the specific accounting literature you relied
upon, and provide us with analysis, which demonstrates how that
literature applies to you. We may have further comments.
39. We note that you recognize revenue on fixed-price completion
contracts using costs incurred in relation to total estimated
costs.
The Staff generally would expect service contract revenue
recognition
to be based on some type of output measure of performance. Please
explain how you determined that the input measure was the
appropriate
measure to use on your fixed-price completion contracts.
Property and Equipment, page F-10
40. Leasehold improvements should be depreciated over the shorter
of
the lease term or useful lives of the leasehold or leasehold
improvements. Please revise or tell us why revision is not
required.
Also, tell us if your depreciation period assumes lease renewal
terms
and if so, tell us how you considered the guidance in The Current
Accounting and Disclosure Issues in the Division of Corporation
Finance, which can be found on our website at
www.sec.gov/divisions/corpfin/acctdis030405.htm#P407_61046.
Goodwill, page F-10
41. We note that for purposes of goodwill impairment analysis, you
have determined that the Company has two reporting units. Please
identify the two reporting units.
Note 6: Stockholder`s Equity and Related Items, Stock Options,
pages
F-17
42. Please provide us with the following information in
chronological
order for stock option grants and other equity related
transactions
for the one year period preceding the most recent balance sheet
date
and through the date of your response:
* The type of security;
* The date of grant/issuance;
* Description/name of option or equity holder;
* The reason for the grant or equity related issuance;
* The number of options or equity instruments granted or issued;
* The exercise price or conversion price;
* The fair value of underlying shares of common stock; and
* The total amount of compensation deferred and expense recognized
and reconciled to your financial statement disclosures and the
magnitude and timing of the amortization expense.
Continue to provide us with updates to the requested information
for
all equity related transactions subsequent to this request through
the effective date of the registration statement.
43. Provide us with objective evidence that supports your
determination of the fair value of the underlying shares of common
stock at each grant or issue date. This objective evidence could
be
based on valuation reports that rely on methodologies discussed in
the AICPA Practice Aid "Valuation of Privately-Held-Company Equity
Securities Issued as Compensation" or on recent sales of the same
or
a similar company security to a third party for cash. Reconcile
and
explain the differences between the fair values of your common
stock,
including the difference between the most recent grant date fair
value and the midpoint of your offering range. This
reconciliation
should describe significant intervening events within the company
and
changes in assumptions within the valuation methodologies employed
that explain the changes in fair value of your common stock up to
the
filing of the registration statement.
44. You indicate that you consider the guidance provided by the
AICPA
Practice Aid "Valuation of Privately-Held-Company Equity
Securities
Issued as Compensation" and the valuation used to determine the
fair
value of the equity instruments was contemporaneous. For options
granted during the 12 months prior to the date of the most recent
balance sheet included in the filing, please revise to include for
each grant date, the number of options or shares granted, the
exercise price, the fair value of the common stock, and the
intrinsic
value, if any, per option (the number of options may be aggregated
by
month or quarter and the information presented as weighted-average
per share amounts).
Note 9: Acquisition of Scientific and Engineering Solutions, Inc.
(SES), pages F-20
45. We note that you refer to an independent appraisal in
allocating
the value of intangibles assets acquired from SES. When you refer
to
an independent valuation disclose the name of expert and include
the
expert`s consent with the filing. Refer to Section 436(b) of
Regulation C. Alternatively, you may remove this reference.
Please
revise.
Note 10: Related Party Transaction, page F-21
46. You note on page 57 that all transactions with related parties
are conducted on an arms-length basis. However, you do not
disclose
that fact in your footnote. Please explain or revise accordingly
pursuant to paragraph 3 of SFAS 57.
Exhibits
47. In addition to the exhibits you indicate you will be providing
to
us in the future, also file as exhibits all material contracts as
required by Item 601(b)(10) of Regulation S-K. Including as
exhibits
the following:
* The tax indemnification agreement with stockholders referred to
on
page 19;
* All agreements pursuant to which Net Commerce Corporation
provided
services to NCI and vice versa, during the period in which Charles
Narang owned Net Commerce Corporation; and
* All agreements pursuant to which Michael Solley`s aircraft
business
provides services to NCI.
As appropriate, please amend your registration statement in
response
to these comments. You may wish to provide us with marked copies
of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
You may contact Kari Jin at (202) 551-3481 or Kathleen
Collins,
Branch Chief - Accounting, at (202) 551-3499 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Perry Hindin at (202) 551-3444 with any other
questions. If you require further assistance, you may contact me
at
(202) 551-3462.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
Office of Computers and Online Services
cc: via facsimile
David Charles, Esq.
Pillsbury Winthrop Shaw Pittman LLP
(F) (703) 770-7901
Charles K. Narang
NCI, Inc.
August 25, 2005
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